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                                                                     EXHIBIT 4.3

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 NOR QUALIFIED UNDER ANY STATE SECURITIES LAW IN RELIANCE UPON
EXEMPTIONS THEREFROM. THE SECURITIES MAY BE ACQUIRED FOR INVESTMENT PURPOSES
ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD,
MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED TO BE SO
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES
UNDER THE SECURITIES ACT OF 1933 AND QUALIFICATION UNDER APPLICABLE STATE
SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
TRANSACTION SHALL NOT VIOLATE ANY FEDERAL OR STATE SECURITIES LAWS.

                           ELIBERATION.COM CORPORATION
                     (FORMERLY EWORLD COMMERCE CORPORATION)
                          STOCK SUBSCRIPTION AGREEMENT

      1. SUBSCRIPTION. _______________ ("Purchaser") hereby irrevocably agree to
purchase, on the terms and conditions described herein, __________________
(___________) shares of eLiberation.com Corporation (the "Company") Series B
Convertible Preferred Stock, par value $0.00001 per share (the "Shares"), as
part of a private offering of up to 1,500,000 shares of Series B Convertible
Preferred Stock by the Company.

      2. PURCHASE PRICE AND DELIVERY OF SHARES. The purchase price for the
Shares is Four Dollars ($4.00) per Share, which is payable in full by wire
transfer or by check made payable to the order of ELIBERATION.COM CORPORATION
upon delivery of this Subscription Agreement. Payment by check will be
considered made when the check is honored when first presented to the bank
against which the check was drawn. The Company will send Purchaser a duly
executed stock certificate representing the Shares within ten business days
after the Company executes and delivers to Purchaser the acceptance on the
signature page hereof.

      3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to the Purchaser as follows:

            (a) Organization, Good Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of California and has all requisite corporate power and authority
to carry on its business as currently conducted and proposed to be conducted.

            (b) Capitalization. The authorized capital of the Company consists
of 30,000,000 shares of Common Stock, 5,150,000 of which are issued and
outstanding, and 10,000,000 shares of Preferred Stock, of which the Board of
Directors may designate in one or more series from time to time. There are
2,000,000 shares of Preferred Stock designated Series A Preferred Stock, of
which 1,994,500 are issued and outstanding. There are 1,500,000 shares of
Preferred Stock designated Series B Convertible Preferred Stock, with the
rights, preferences, privileges and restrictions set forth in the Certificate of
Designation of Series B Convertible Preferred Stock of eLiberation.com
Corporation attached hereto as Exhibit A. In this offering the Company will sell
a maximum of 1,500,000 shares of Series B Preferred Stock, initially convertible
into Common Stock on a one-for-one basis. The following shares are also reserved
for future issuance as of January 31, 2000:

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                  (i) Options. 1,900,000 shares of Common Stock are reserved for
issuance under options for the Company's employees, consultants, advisors,
officers, directors, service providers, or strategic partners.

                  (ii) Other Private Placements. The Company is contemplating
further private placements of shares of Common Stock and/or Preferred Stock, the
terms of which are yet to be determined but which would have rights, preferences
and privileges senior to the Common Stock, and would require additional
authorized shares. The Company anticipates issuing shares, the terms and
conditions of which have yet to be determined, which will be senior to the
Shares in respect to rights and preferences, comprised of 1,500,000 or fewer
shares of a new Series C Preferred Stock at a price of $7.00 or more per share.
No assurance is possible that this offering or such future offerings will be
completed. If this offering is not fully sold, the Company intends to issue a
number of shares of a new series of Preferred Stock in the amount of such
shortfall at a price of $4.00 or more, and on parity with the Series B. The
Company has committed to issue an additional 50,000 shares of Common Stock in
connection with a strategic arrangement.

                  (iii) Warrants. In connection with the Company's completed
offering of Series A Preferred Stock, it issued warrants to purchase
approximately 816,667 shares of Common Stock, of which 150,000 are at a price of
$1.00 per share and 666,667 are at a price of $10.00 per share. The Company also
has agreed to issue warrants to purchase 125,000 shares of Common Stock at a
price of $5.00 per share.

            (c) Authorization. All corporate action on the part of the Company,
its officers, directors and shareholders necessary for the authorization,
execution and delivery of this Agreement, the performance of all obligations of
the Company hereunder and the authorization, issuance (or reservation for
issuance) and delivery of the Shares being sold hereunder has been taken, and
this Agreement constitutes a valid and legally binding obligation of the
Company, enforceable in accordance with its terms.

            (d) Valid Issuance of Stock. The Shares, including any shares of
Common Stock issuable upon conversion thereof, which are being purchased by the
Purchaser hereunder, when issued, sold and delivered in accordance with the
terms hereof for the consideration expressed herein will be duly and validly
issued, fully paid and nonassessable and, based in part upon the representations
of the Purchaser in this Agreement, will be issued in compliance with all
applicable federal and state securities laws.

            (e) Governmental Consents. No consent, approval, order or
authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state, local or provincial governmental authority on
the part of the Company is required in connection with the consummation of the
transactions contemplated by this Agreement, except for filings required under
applicable securities laws, all of which will be effected after the sale of the
Shares hereunder.

            (f) Litigation. There is no action, suit, proceeding or
investigation pending or currently threatened against the Company which
questions the validity of this Agreement or the right of the Company to enter
into it, or to consummate the transactions contemplated hereby, or which might
result, either individually or in the aggregate, in any material adverse changes
in the assets, condition, affairs or prospects of the Company, financially or
otherwise, or any change in the current equity ownership of the Company.

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            (g) Title to Property and Assets. The Company owns its property and
assets free and clear of all mortgages, liens, loans and encumbrances, except
such encumbrances and liens which arise in the ordinary course of business and
do not materially impair the Company's ownership or use of such property or
assets. With respect to the property and assets it leases or licenses, the
Company is in compliance with such leases or licenses and, to the best of its
knowledge, holds a valid leasehold interest or license right free of any liens,
claims or encumbrances.

            (h) Business Plan and Financial Statements. The most recently
revised Business Plan of the Company has been prepared in good faith by the
Company. With respect to the projections contained in the Business Plan or
otherwise, the Company represents only that such projections were prepared in
good faith and that the Company reasonably believes that there is a reasonable
basis for such projections.

         4. REPRESENTATIONS OF PURCHASER. The Purchaser hereby represents and
warrants that:

                  (a) The Purchaser is capable of bearing the economic risks of
this investment, including the possible loss of the entire investment;

                  (b) The Shares are being acquired for investment only and for
the Purchaser's own account and not with a view to, or for sale in connection
with, the distribution thereof, nor with any present intention of distributing
or selling any of the Shares;

                  (c) The Purchaser understands that the Shares have not been
qualified under the California Corporate Securities Law of 1968, as amended,
(the "Law") or any other applicable state securities laws and that the Shares
have not been registered under the Securities Act of 1933, as amended, (the
"Act"), and are being offered and sold pursuant to exemptions thereunder, and
that in this connection the Company is relying on the Purchaser's
representations set forth in this Subscription Agreement;

                  (d) The Purchaser understands and agrees that the Shares may
not be offered or transferred in any manner unless (i) the Shares are
subsequently registered under the Act and any applicable state securities laws,
or (ii) an opinion of counsel satisfactory to the Company has been rendered
stating that such offer or transfer will not violate any applicable federal or
state securities laws, or (iii) such sale is made in compliance with all of the
requirements of Rule 144 promulgated by the Securities and Exchange Commission
under the Act;

                  (e) The Purchaser is an "accredited investor" within the
meaning of SEC Rule 501 of Regulation D, as presently in effect, as set forth on
Exhibit B attached hereto.

                  (f) The Purchaser understands and agrees that in addition to
any other restrictive legend which may be imposed on the certificate, the
certificate evidencing said Shares will bear the following legends:

                  THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
                  THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
                  TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS PURSUANT TO SEC
                  RULE 144 (IF AVAILABLE) OR THERE IS AN EFFECTIVE REGISTRATION
                  STATEMENT UNDER THE 1933 ACT

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                  COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF
                  COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY
                  SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER,
                  ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION
                  AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT.

            (g) The representations which Purchaser has made herein are true and
correct on the date hereof and the Purchaser understands that the Company will
be relying on representations made herein in determining whether the offering is
exempt from registration under Act and under applicable state securities laws;
should any such information change prior to the issuance of the Shares to
Purchaser, Purchaser agrees to immediately provide the Company with a written
notice setting forth the corrected information;

            (h) By executing this Subscription Agreement, the Purchaser hereby
acknowledges receipt of all such information as the Purchaser deems necessary
and appropriate to enable the Purchaser to evaluate the merits and risks in
acquiring the Shares. The Purchaser acknowledges receipt of satisfactory and
complete information covering the business and financial condition of the
Company, including the opportunity to obtain information regarding the Company's
financial status, in response to all inquiries in respect thereof. The Purchaser
has such knowledge and experience in financial and business matters that he is
capable of evaluating the merits and risks of acquiring the Shares and the
capacity of protecting his own interests in the transaction;

            (i) The Purchaser has been furnished with the materials relating to
the Company and the offering of the Shares which they have requested, and has
been afforded the opportunity to make inquiries concerning the Company and such
matters as the Purchaser has deemed necessary, and has further been afforded the
opportunity to obtain any additional information required by the Purchaser to
the extent the Company possesses such information or could acquire it without
unreasonable effort or expense;

            (j) The Purchaser has substantial means of providing for his or her
current needs and personal contingencies and has no need for liquidity in this
investment;

            (k) The Purchaser has determined that the Shares are a suitable
investment for him or her and that he or she could bear a complete loss of his
or her entire investment;

            (l) The Purchaser has relied on his or her own tax and legal advisor
and his or her own investment counselor with respect to the income tax and
investment considerations of a purchase of the Shares;

            (m) The Purchaser did not learn of the offering described herein
through any general advertising or other literature;

            (n) If the Purchaser is a corporation, partnership, trust or other
entity, it is authorized and qualified to purchase the Shares; the person
signing this Subscription Agreement on behalf of such entity has been duly
authorized by such entity to do so; and this Agreement represents a valid,
binding and enforceable agreement of the Purchaser;

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            (o) No representations or warranties have been made to the Purchaser
by the Company, its officers, directors or shareholders or any persons acting on
behalf of the Company, or any affiliates of any of them, other than the
representations set forth herein, and the Purchaser is aware of the risks and
uncertainties involving start-up companies, such as the need for future funding,
competition from companies with greater resources, an unproven business
strategy, lack of profitability, rapidly changing technology, and the need to
attract and retain qualified personnel;

            (p) If the Purchaser is a non-U.S. resident, the Purchaser
represents and warrants that the Purchaser is not acquiring Shares on behalf of
any U.S. persons and that neither the Purchaser nor the Company is subject to
any law, regulation of any jurisdiction, other than of the United States or the
states of the United States, that requires the Company to make any filing or
obtain any permit or approval, in connection with the transactions contemplated
in this Agreement; and

            (q) The foregoing representations, warranties and agreements of the
Purchaser shall survive the sale and issuance of the Shares to the Purchaser.

      5. ACCEPTANCE. Purchaser hereby confirms his or her understanding that the
Company has full and absolute discretion to accept or reject this subscription
in whole. In the case of rejection of this subscription, the total subscription
funds of the Purchaser will be promptly returned to him or her without interest.
Purchaser further understands that the offering may be terminated by the Company
at any time. In the event of termination prior to acceptance of Purchaser's
subscription, Purchaser's funds will be returned to him or her without interest.

      6. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which,
taken together, shall constitute one and the same agreement.

      7. ASSIGNABILITY. This Agreement is not transferable or assignable by the
Purchaser.

      8. TITLE TO SHARES. Please indicate by check mark below the manner in
which title to the Shares is to be held:

(1)      Name
             -------------------------------------------------------------------
                    First              Middle              Last


             -------------------------------------------------------------------
                                   Street Address


             -------------------------------------------------------------------
                        City           State             Zip Code

             Social Security or Tax I.D.  No.
                                              ----------------------------------

(2)      Name
             ___________________________________________________________________
                   First               Middle              Last

             ___________________________________________________________________
                                   Street Address

             ___________________________________________________________________
                        City           State             Zip Code

             Social Security or Tax I.D.  No.
                                             ___________________________________

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      9. OWNERSHIP OF SHARES. Please print the name and address of each person
in whose name the Shares are to be registered.

             Community Property            Individual
         ---                          ---

             Joint Tenancy                 Trust
         ---                          ---

             Tenancy in Common             Company
         ---                          ---

             Separate Property             Other (please indicate)
         ---                          ---

             As Custodian For
         ---

             under Uniform Gift to Minors Act
         ---

      10. MARKET STANDOFF. In the event of an initial public offering of Company
Common Stock, each holder of the Shares will be required not to sell or
otherwise dispose of any securities of the Company for a period of up to 180
days following the effective date of the registration statement for such
offering, if so requested by the underwriters of such offering.

      11. SIGNATURE. Each person in whose name the Shares are to be registered
must sign in the space provided below.

      IN WITNESS WHEREOF, the undersigned executes and agrees to be bound by
this Stock Subscription Agreement on the date indicated below.

Dated this     day of       , 2000.
           ---       -------


                                            ------------------------------------
                                            Print Name of Purchaser


Number of Shares Subscribed For
                                            ------------------------------------
                                            Signature


                                            ------------------------------------
                                            Print Name of Person Signing

$ _____________________________             ____________________________________
 Amount Paid Upon Subscription              Signature of Co-Investor (if any,
                                            including the Purchaser's spouse,
                                            Co-Tenant or Co-Trustee)

                                            ____________________________________
                                            Print Name of Co-Investor (if any,
                                            including the Purchaser's spouse,
                                            Co-Tenant or Co-Trustee)

ACCEPTED, ______________, 2000              ELIBERATION.COM CORPORATION

                                            By:_________________________________
                                            Its:________________________________

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